David J. Dalrymple
About David J. Dalrymple
David J. Dalrymple, age 71, has served on CHMG’s Board since 1993 and is the current Chairman of the Boards of both the Corporation and the Bank, with over three decades of experience in business ownership, financial planning, and managerial leadership; he is also the brother of fellow director Robert H. Dalrymple . He has been President of Dalrymple Gravel & Contracting since 2014 and previously served as President of Dalrymple Holding Corporation from 1993 to 2014, bringing operational and financial expertise from construction materials and highway construction businesses to CHMG’s boardroom .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dalrymple Gravel & Contracting | President | 2014–Present | Operational leadership in construction materials relevant to regional economic and credit perspectives |
| Dalrymple Holding Corporation | President | 1993–2014 | Business ownership, managerial and financial planning experience applied to governance oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dalrymple Gravel & Contracting | President | 2014–Present | Private company; sector experience informs risk and lending context |
| Dalrymple Holding Corporation | Former President | 1993–2014 | Private company leadership (construction/highway) |
Board Governance
- Chair of the Board: Serves as Chairman; CHMG separates CEO and Chairman roles to enhance independent oversight; Chairman presides over executive sessions, facilitating independent director dialogue and guidance to the CEO .
- Independence: Board determined all directors except the CEO (Mr. Tomson) meet NASDAQ independence standards; Audit and Compensation Committees meet stricter SEC/NASDAQ requirements with Dalrymple qualifying for service on both .
- Attendance and Engagement: In 2024 the Corporation and Bank Boards held 12 meetings each; all directors met at least 75% attendance; independent directors held two executive sessions chaired by the Chairman .
- Committee Memberships (current):
- Audit Committee – Member
- Nominating & Governance Committee – Member
- Compensation & Personnel Committee – Member
| Committee | Role | Chair? | 2024 Meeting Count | Notes |
|---|---|---|---|---|
| Audit | Member | No | 5 | Chair: David M. Buicko; audit oversight and auditor appointment (Crowe LLP) |
| Nominating & Governance | Member | No | 2 | Chair: Thomas R. Tyrrell; independence and board evaluation oversight |
| Compensation & Personnel | Member | No | 6 | Chair: Stephen M. Lounsberry III; NEO comp and incentive oversight |
Fixed Compensation
| Component | Amount | Basis/Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $48,250 | Director cash fees, inclusive of Board Chair supplemental/meeting fees |
| All Other Compensation (2024) | $1,064 | Dividends on restricted stock; minor perquisites (mileage/advisory fees generally noted for certain directors) |
| 2024 Total Compensation | $90,111 | Sum of cash and equity grant-date fair value |
| 2024 Cash Fee Schedule | Amount | Notes |
|---|---|---|
| Basic Annual Retainer | $11,500 | Non-employee director retainer |
| Chair of the Board Supplemental Retainer | $7,750 | Additional annual retainer for Board Chair |
| Chair of the Board Fees | $3,500 | Chair-specific fees |
| Meeting Fees (Board/Committees/Chairs) | $500 | Per meeting for directors and committee chairs |
| Audit Committee Chair Supplemental | $2,875 | Not applicable to Dalrymple (member, not chair) |
| Other Committee Chair Fees | $250–$3,000 | Range by committee; Dalrymple not a chair |
Performance Compensation
| Equity Award (Director) | Grant Date | Unvested Shares at 12/31/2024 | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock (RSU-like) | Jan 17, 2024 | 848 | $40,797 | Fully vests on first anniversary of grant date (Jan 17, 2025) |
- Stock Option Policy: CHMG has not historically granted stock options and did not grant any in 2024; options will not be timed around material nonpublic information; restrictions do not apply to restricted stock awards (which are used for director equity) .
Other Directorships & Interlocks
| Entity | Relationship to David J. Dalrymple | Stake/Ownership | Notes/Interlock Considerations |
|---|---|---|---|
| Dalrymple Family Limited Partnership | David’s sons are general partners; David no longer has shared powers/voting rights | 339,242 shares (7.08%) | Significant family ownership; governance note that David does not share powers |
| RD Wood LLC | Managed by brother Robert H. Dalrymple and spouse | 248,951 shares (5.20%) | Brother is also a CHMG director; potential perceived family influence |
- No other public company directorships for David J. Dalrymple are disclosed in the proxy .
Expertise & Qualifications
- Over 30 years of business ownership with financial planning and managerial skills; background in construction materials and highway construction operations .
- Governance leadership as Chairman supporting independent oversight and strategic review while maintaining separation from the CEO role .
Equity Ownership
| Ownership Measure | Amount | Details |
|---|---|---|
| Beneficially Owned Shares (as of Apr 7, 2025) | 46,649 | Includes 25,065 held solely and 21,584 held in trust with voting/dispositive power |
| Ownership % of Outstanding Shares | <1% | Based on 4,789,963 outstanding; “less than 1%” per proxy |
| Unvested Director Restricted Shares (as of Apr 7, 2025) | 867 | Unvested stock held for annual director compensation |
- Anti-Hedging/Pledging: Directors are prohibited from hedging and pledging CHMG stock; short sales and derivative hedging transactions are disallowed under Insider Trading Policy .
Governance Assessment
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Strengths:
- Independent Chairman led two executive sessions in 2024; robust committee engagement across Audit, Compensation, and Nominating & Governance by David J. Dalrymple .
- Independence confirmed for all directors except CEO; Dalrymple meets stricter Audit/Comp Committee independence requirements, reinforcing oversight quality .
- Transparent director compensation structure with modest cash retainers and time-based restricted stock (no options), reducing risk of grant timing concerns .
-
Potential Risks/RED FLAGS:
- Family ties: Brother Robert H. Dalrymple is a director and co-manager of a 5% shareholder (RD Wood LLC); family partnership holds 7.08% though David no longer has shared powers—still a perceived influence risk requiring continued independence scrutiny and recusal protocols where appropriate .
- Related party lending: Aggregate loans to directors/executives/related parties totaled $25.4M at 12/31/2024, though made at market terms and compliant with banking regulations; ongoing monitoring remains prudent for optics and risk .
-
Shareholder Support Signals:
- 2025 Say-on-Pay approved with strong support (vote counts below), indicating constructive investor sentiment toward compensation governance .
2025 Shareholder Vote Counts (Selected)
| Proposal | Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Say-on-Pay (NEOs) | 3,252,181 | 119,310 | 27,917 | 706,645 |
Director Election Outcomes (for context)
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Robert H. Dalrymple | 3,055,954 | 343,454 | 706,645 |
| Ronald M. Bentley | 2,809,369 | 590,039 | 706,645 |
| David M. Buicko | 3,359,451 | 39,957 | 706,645 |
| Jeffrey B. Streeter | 3,360,087 | 39,321 | 706,645 |
Overall, David J. Dalrymple’s broad committee participation, independence status, and Chair role support board effectiveness; key monitoring points remain family-related ownership and related-party lending optics, mitigated by formal independence determinations, anti-hedging/pledging policies, and committee-level oversight structures .